BALKRISHAN GUPTA Vs. SWADESHI POLYTEX LIMITED

JUDGEMENT

(1.) THE Judgment of the court was delivered by

(2.) THIS appeal by special leave is filed against the order dated 7/08/1984 passed by the High court of Allahabad in Civil Misc. Application No. 10968 of 1984 in Special Appeal No. 2 of 1982 on its file. The dispute involved in this case relates to the validity of an extraordinary general meeting of the Swadeshi Polytex Ltd. (hereinafter referred to as 'the Polytex Company') a company governed by the Companies Act, 1956 (hereinafter referred to as 'the Act') held pursuant to a notice dated 11/02/1984 issued under S. 169 of the Act by some of its members.

(3.) THE events which have led to this appeal are, however, these : In the year 1976, the Cotton Mills Company filed a petition under S. 397 and 398 of the Act against the Polytex Company alleging oppression and mismanagement of the Polytex Company by Sitaram Jaipuria and other directors of the Polytex Company in Company Petition No. 20 of 1976 on the file of the Allahabad High court. That petition was dismissed by the Company Judge of the High court on 19/04/1982. Against his decision an appeal was filed by the Cotton Mills Company in August, 1982 in Special Appeal No. 2 of 1982 before the division bench of the High court. That appeal is still pending. On February 11, 1984, the Cotton Mills Company and four others, namely, Rajaram Jaipuria, Mahabir Prasad Dalmia, Siyaram Sharma and K.B. Agarwal who together held 10,01,950 shares of the value of Rs. 10 each sent a notice to the Polytex Company which was received by it on 15/02/1984 under S. 169 of the Act requiring the Board of Directors of the Polytex Company to call an extraordinary general meeting of the Polytex Company to consider and, if thought fit, to pass with or without modification the following as ordinary resolutions: